What is SEC Form S-1?
SEC Form S-1 is the initial registration form for new securities required by the SEC for public companies based in the U.S. Any security that meets the criteria must have an S-1 filing before shares can be listed on a national exchange like the New York Stock Exchange. Companies usually file SEC Form S-1 in anticipation of their initial public offering (IPO). Form S-1 mandates companies to provide information on the planned use of capital proceeds, detail the current business model and competition, and present a prospectus of the planned security itself, including offering price methodology and any dilution affecting other listed securities.
SEC Form S-1 is also recognized as the registration statement under the Securities Act of 1933. The SEC requires the disclosure of any material business dealings between the company, its directors, and outside counsel. Investors can access S-1 filings online to perform due diligence on new offerings prior to issuing.
Foreign issuers of securities in the U.S. do not use SEC Form S-1 but instead must submit an SEC Form F-1.
Key Takeaways
- Mandatory for U.S. Companies: SEC Form S-1 is required for U.S. companies intending to be listed on a national exchange.
- IPO Connection: It’s typically filed in connection with an initial public offering.
- Amendments: Any necessary changes are filed under SEC Form S-1/A.
- Liability: The issuer is responsible for any material misrepresentations or omissions.
How to File SEC Form S-1
Companies can use the SEC’s online EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system to submit forms, including Form S-1. To begin, individuals or companies need to fill out a Form ID, an electronic application used to apply for a CIK (Central Index Key) and obtain access codes for filing on EDGAR. EDGAR Filers Quick Reference Guides provide comprehensive guidance on all required steps, including technical specifications and answers to FAQs.
Form S-1 comprises two parts. Part I, also known as the prospectus, is a legal document necessitating information on business operations, use of proceeds, total proceeds, share pricing, a description of management, financial condition, the percentage of the business being sold by individual holders, and data on the underwriters.
Part II is not legally required in the prospectus. This section entails recent sales of unregistered securities, exhibits, and financial statement schedules.
The issuer bears liability for any material misrepresentations or omissions.
Amending SEC Form S-1
The form may be amended as material information changes or market conditions delay the offering. In such cases, the issuer files Form S-1/A. The Securities Exchange Act of 1933 aims to ensure that these registration forms disclose critical information upon the registration of a company’s securities, thus helping the SEC achieve its objectives: mandating investors receive significant information about offered securities and curtailing fraud in their sale.
An abbreviated registration form, S-3, is available for companies without the same ongoing reporting requirements.
Investors scrutinize the information a company provides in its SEC Form S-1 filing to decide whether or not to invest in its stock during an initial public offering.
Example of an SEC Form S-1 Filing
Eventbrite, Inc., a globally renowned ticketing and event tech platform, completed its IPO in September 2018, pricing 10 million shares at $23 each. Initially communicated through an S-1 form filed in August, the process included five subsequent S-1/A filings. The initial submission included a proposed maximum dollar amount the company aimed to raise, details about the underwriters, growth strategies, and an explanation of the dual classes of stock. Eventbrite also provided descriptions of its business and historical financial information.
Related Terms: Initial Public Offering, Securities Act of 1933, SEC Form F-1, stock exchange, due diligence.
References
- U.S. Securities and Exchange Commission. “Form S-1”,
- U.S. Securities and Exchange Commission. “Form S-1”, Page 1.
- U.S. Securities and Exchange Commission. “Form F-1”,
- EDGAR. “Help - Form Type Definitions”.
- U.S. Securities and Exchange Commission. “SPACs, IPOs and Liability Risk under the Securities Laws”.
- U.S. Securities and Exchange Commission. “EDGAR—Information for Filers”.
- U.S. Securities and Exchange Commission. “EDGAR—How Do I”.
- U.S. Securities and Exchange Commission. “Form S-1”, Page 4-6.
- U.S. Securities and Exchange Commission. “Form S-1”, Page 6.
- U.S. Securities and Exchange Commission. “Form S-3”,
- Eventbrite. “Eventbrite Announces Pricing of Initial Public Offering”.
- Eventbrite. “SEC Filings”.
